Director, Corporate Counsel – Corporate Law

GENERAL PURPOSE:

This Director-level attorney position will work on the Ross Legal team in the Company’s Corporate office in Dublin, California, working directly with the General Counsel, other Legal team members, and executives and business stakeholders of a publicly traded, Fortune 500 company, regarding Corporate Law matters. These matters include issues involving the Board of Directors, SEC/NASDAQ/CA and related corporate filings/disclosures and compliance, general corporate governance, shareholder issues, Sarbanes-Oxley, corporate structure/ subsidiaries, department and Company projects, and other similar areas.

This attorney will work both collaboratively and independently, and with a broad range of colleagues within Legal, Finance, Human Resources, and other departments.

The position will report to the Group Senior Vice President, General Counsel and Corporate Secretary.

ESSENTIAL FUNCTIONS:

• Day-to-day corporate law advice: Provide accurate, balanced, and practical corporate law advice and counsel, including pragmatic assessment of technical, risk, business, corporate history/culture, and practical considerations.
• Board of Director matters: Assist in preparation and review of Board materials, presentations, resolutions, minutes, and other documents; advise/research on various Board-related issues, governance, trends, developments, and risks.
• SEC/NASDAQ/CA/other filings/disclosures: Assist in preparation and review of Company filings/disclosures/compliance, such as 10-K, 10-Q, Proxy, and 8-K filings.
• Corporate Governance/Shareholder matters: Assist, collaborate, and advise on corporate governance, shareholder, and related issues, ranging from Sarbanes-Oxley/SEC-NASDAQ/ISS-related governance matters to executive compensation, insider trading policies, and other compliance/regulatory issues.
• Subsidiary, Financing, Executive Contracts, and other matters: Assist as needed in governance relating to corporate subsidiary/structure, financing, executive contracts, and other matters.
• Legal and Company Projects: Assist, collaborate, and lead as directed on Legal and Company projects and other tasks as directed.
• Ross Legal and Corporate team collaboration: Collaborate and build positive, productive relationships with team members at all levels across the Legal Department and Corporate functions.
• Manage and develop direct reports within the Corporate law group as may be directed.
• Work with and direct outside counsel on advice, research, filings, disclosures, and other projects as needed.

COMPETENCIES:

• Attention to Detail
• Business Acumen
• Action Oriented
• Organizational Agility
• Problem Solving
• Integrity & Trust
• Communication
• Political Savvy

QUALIFICATIONS AND SPECIAL SKILLS REQUIRED:

• JD required (CA JD preferred) with 3-5 years of relevant Corporate Law experience; in-house experience beneficial
• Broad and substantive Corporate Law knowledge; extensive, successful experience advising on the variety of Corporate Law issues relevant to a publicly-traded, Fortune 500 corporation, including but not limited to general corporate governance, Board of Directors, SEC/NASDAQ/CA/other filings and regulatory compliance, shareholder matters including Proxy/Annual Meeting issues, executive compensation and related disclosures, corporate subsidiary/financing, and other corporate compliance matters
• Track record of developing/maintaining trusting relationships with diverse range of business partners and working collaboratively across levels and business units
• Flexible, humble team player with exceptional interpersonal skills
• Strong business sense with excellent legal and business acumen, analytical, drafting and negotiation skills
• Exceptional people, organizational, and project management skills with strong accuracy and attention to detail
• Experience managing a large volume of work in a fast-paced environment, while following through and meeting deadlines
• Excellent oral/written communication skills including ability to communicate in plain language
• Collaborative and helpful - as concerned about team members as him/herself

PHYSICAL REQUIREMENTS/ADA:
Job requires ability to work in an office environment, primarily on a computer.
Requires sitting, standing, walking, hearing, talking on the telephone, attending in-person meetings, typing, and working with paper/files, etc.
Consistent timeliness and regular attendance.
Vision requirements: Ability to see information in print and/or electronically.

SUPERVISORY RESPONSIBILITIES:
TBD

DISCLAIMER:
This job description is a summary of the primary duties and responsibilities of the job and position. It is not intended to be a comprehensive or all-inclusive listing of duties and responsibilities. Contents are subject to change at management’s discretion.

Ross is an equal employment opportunity employer. We consider individuals for employment or promotion according to their skills, abilities and experience. We believe that it is an essential part of the Company’s overall commitment to attract, hire and develop a strong, talented and diverse workforce. Ross is committed to complying with all applicable laws prohibiting discrimination based on race, color, religious creed, age, national origin, ancestry, physical, mental or developmental disability, sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding), veteran status, military status, marital or registered domestic partnership status, medical condition (including cancer or genetic characteristics), genetic information, gender, gender identity, gender expression, sexual orientation, as well as any other category protected by federal, state or local laws.